FRANKFURT, Germany--(BUSINESS WIRE)--Deutsche Bank Aktiengesellschaft (XETRA: DBKGn.DE / NYSE: DB) (“Deutsche Bank”) announced today offers to exchange (the “Exchange Offers” and each, an “Exchange Offer”) any and all validly tendered (and not validly withdrawn) and accepted notes of the series indicated in the table below (together, the “Original Notes”) for a like principal amount of a corresponding series of Eligible Liabilities Senior Notes to be issued by Deutsche Bank AG New York Branch (the “Exchange Notes”) and that will be registered under the Securities Act of 1933, as amended (the “Securities Act”), pending effectiveness of a Registration Statement on Form F-4 (the “Registration Statement”) relating to the Exchange Offers filed today with the United States Securities and Exchange Commission (the “SEC”).
The Exchange Offers are being conducted in order to change the direct issuing entity under the Original Notes to Deutsche Bank AG New York Branch, as Deutsche Bank has in recent years been focusing its U.S. dollar bond issuances into its New York branch in an effort to align its U.S. dollar funding with the entities that are the primary consumers of U.S. dollar funding. In addition, changing the direct issuing entity to the New York branch may have benefits for the Deutsche Bank group under the recently enacted U.S. tax reform.
| CUSIP No. | Notes to be Exchanged |
Aggregate |
Notes to be Issued by |
Early Participation |
Exchange |
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|
Exchange |
Early |
Exchange Notes |
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| 25152R2V4 | Floating Rate Senior Notes due August 2020(3) | $375,000,000 | Floating Rate Eligible Liabilities Senior Notes due August 2020 | $1,000 | $1 | $1,000 | ||||||||||||
| 25152R2U6 | 2.95% Senior Notes due August 2020(3) | $829,211,000 | 2.95% Eligible Liabilities Senior Notes due August 2020 | $1,000 | $1 | $1,000 | ||||||||||||
| 25152R2X0 | 3.125% Senior Notes due January 2021(3) | $928,309,000 | 3.125% Eligible Liabilities Senior Notes due January 2021 | $1,000 | $1 | $1,000 | ||||||||||||
| 25152R5F6 | 3.375% Senior Notes due May 2021(3) | $1,475,000,000 | 3.375% Eligible Liabilities Senior Notes due May 2021 | $1,000 | $1 | $1,000 | ||||||||||||
| 251541AN8 | 4.25% Senior Notes due October 2021(4) | $181,822,000 | 4.25% Eligible Liabilities Senior Notes due October 2021 | $1,000 | $1 | $1,000 | ||||||||||||
| 251541AQ1 | 4.25% Eligible Liabilities Senior Notes due October 2021(3) | $3,644,873,000 | 4.25% Eligible Liabilities Senior Notes due October 2021(6) | $1,000 | $1 | $1,000 | ||||||||||||
| 25152RXA6 | 3.70% Senior Notes due May 2024(3)(5) | $1,549,329,000 | 3.70% Eligible Liabilities Senior Notes due May 2024 | $1,000 | $1 | $1,000 | ||||||||||||
| 25152R2Y8 | 4.10% Senior Notes due January 2026(3) | $746,645,000 | 4.10% Eligible Liabilities Senior Notes due January 2026 | $1,000 | $1 | $1,000 | ||||||||||||
| (1) | Consideration per $1,000 principal amount of the applicable series of Original Notes validly tendered and accepted for exchange. Holders of Original Notes must tender a minimum aggregate principal amount of $100,000 of a series of Original Notes in order to participate in the Exchange Offer for such series. | ||
| (2) | Includes the Early Participation Cash Incentive (as defined below) payable for the applicable series of Original Notes tendered prior to the applicable Early Participation Deadline (as defined and described below) and not validly withdrawn. | ||
| (3) | Registered under the Securities Act. | ||
| (4) | Not registered under the Securities Act. | ||
| (5) | Issued by Deutsche Bank AG London Branch. | ||
| (6) | Will form a single series with the 4.25% Eligible Liabilities Senior Notes due October 2021 issued in exchange for the 4.25% Senior Notes due October 2021. | ||
In exchange for each $1,000 principal amount of Original Notes of a series that is validly tendered prior to 5:00 p.m., New York City time, on 15 May 2018, unless extended (the “Early Participation Deadline”) and not validly withdrawn prior to the Expiration Deadline (as defined below), holders will be eligible to receive the early participation consideration set out in the table above (the “Early Participation Consideration”), comprising $1,000 principal amount of Exchange Notes of the corresponding series (the “Exchange Consideration”) and the cash component specified in the table above (the “Early Participation Cash Incentive”).
In exchange for each $1,000 principal amount of Original Notes of a series that is validly tendered and not validly withdrawn after the Early Participation Deadline but prior to the Expiration Deadline of the relevant Exchange Offer, holders will be eligible to receive only the Exchange Consideration with respect to such series of Notes set out in the table above, which does not include the applicable Early Participation Cash Incentive.
The Exchange Notes will be issued in fully registered form and in denominations of $100,000 and integral multiples thereof. Accordingly, holders of Original Notes must tender a minimum aggregate principal amount of $100,000 of a series of Original Notes in order to participate in the Exchange Offer for such series. Deutsche Bank intends to issue the Exchange Notes promptly after the Expiration Deadline. In order to be exchanged, an Original Note must be validly tendered, not validly withdrawn and accepted. Deutsche Bank intends to exchange all Original Notes that are validly tendered and not validly withdrawn, subject to the satisfaction or waiver of the conditions of the Exchange Offers (see “Conditions to the Exchange Offers” in the Registration Statement).
The Exchange Offers will expire at 11:59 p.m., New York City time, on 30 May 2018 (the “Expiration Deadline”), unless extended by Deutsche Bank. Tenders may be withdrawn at any time before the Expiration Deadline.
The Exchange Notes will have the same interest rate, interest payment dates and maturity date as those of the Original Notes. However, the terms of the Exchange Notes will differ from the terms of the Original Notes in certain other important respects. Investors should see the relevant “Comparison of Material Differences Between the Original Notes and the Exchange Notes” section in the Registration Statement for more details. Any Original Notes not exchanged will remain outstanding and continue to accrue interest according to their terms.
The terms and conditions of the Exchange Offers are described in the Registration Statement and the related letter of transmittal.
Capitalized terms used in this release and not defined herein have the meanings given to them in the Registration Statement.
Deutsche Bank’s affiliate, Deutsche Bank Securities Inc., is serving as Dealer Manager in connection with the Exchange Offers. For additional information regarding the terms of the Exchange Offers, please contact: Deutsche Bank Securities Inc. at (866) 627-0391 (toll-free) or (212) 250-2955 (collect). Requests for any Offer Documents may be directed to Global Bondholder Services Corporation, which is acting as the Exchange Agent and Information Agent for the Exchange Offers, at (212) 430-3774 or (866) 470-4500 (toll-free) or contact@gbsc-usa.com.
DISCLAIMERS
THIS RELEASE IS FOR INFORMATIONAL PURPOSES ONLY AND IS NOT AN OFFER OR SOLICITATION TO EXCHANGE ORIGINAL NOTES. THE EXCHANGE OFFERS ARE BEING MADE SOLELY PURSUANT TO THE REGISTRATION STATEMENT, WHICH SETS FORTH THE COMPLETE TERMS OF THE EXCHANGE OFFERS THAT HOLDERS OF THE ORIGINAL NOTES SHOULD CAREFULLY READ PRIOR TO MAKING ANY DECISION.
NONE OF DEUTSCHE BANK AG, THE EXCHANGE AGENT, THE INFORMATION AGENT OR THE DEALER MANAGER HAS EXPRESSED ANY OPINION AS TO WHETHER THE TERMS OF ANY EXCHANGE OFFER ARE FAIR. NONE OF DEUTSCHE BANK AG, THE EXCHANGE AGENT, THE INFORMATION AGENT OR THE DEALER MANAGER MAKES ANY RECOMMENDATION THAT HOLDERS TENDER THEIR ORIGINAL NOTES OR REFRAIN FROM DOING SO PURSUANT TO THE EXCHANGE OFFERS, AND NO ONE HAS BEEN AUTHORIZED BY ANY OF THEM TO MAKE ANY SUCH RECOMMENDATION. ANY HOLDER OF ORIGINAL NOTES SHOULD MAKE ITS OWN ASSESSMENT OF THE MERITS AND RISKS OF TENDERING ITS ORIGINAL NOTES PURSUANT TO THE EXCHANGE OFFERS AND SHOULD SEEK ITS OWN ADVICE (INCLUDING IN RESPECT OF ANY TAX CONSEQUENCES) FROM ITS STOCKBROKER, BANK MANAGER, SOLICITOR, ACCOUNTANT OR OTHER INDEPENDENT FINANCIAL OR LEGAL ADVISER.
DEUTSCHE BANK HAS FILED A REGISTRATION STATEMENT (INCLUDING A PRELIMINARY PROSPECTUS) WITH THE SEC PURSUANT TO WHICH THE EXCHANGE OFFERS ABOVE WOULD BE MADE. FOLLOWING DECLARATION OF EFFECTIVENESS OF THE REGISTRATION STATEMENT, DEUTSCHE BANK INTENDS TO FILE A FINAL PROSPECTUS IN RESPECT OF THE EXCHANGE OFFERS WITH THE SEC.
RESTRICTIONS
THE OFFER DOCUMENTS DO NOT CONSTITUTE AN OFFER OR SOLICITATION TO EXCHANGE ORIGINAL NOTES IN ANY JURISDICTION IN WHICH, OR TO OR FROM ANY PERSON TO OR FROM WHOM, IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION UNDER APPLICABLE SECURITIES OR BLUE SKY LAWS. IN ANY JURISDICTION IN WHICH SECURITIES, BLUE SKY OR OTHER LAWS REQUIRE THE EXCHANGE OFFERS TO BE MADE BY A LICENSED BROKER OR DEALER, THE OFFERS WILL BE DEEMED TO BE MADE ON BEHALF OF THE DEUTSCHE BANK BY THE DEALER MANAGER, IF THE DEALER MANAGER IS A LICENSED BROKER OR A DEALER UNDER THE LAWS OF SUCH JURISDICTION, OR BY ONE OR MORE REGISTERED BROKERS OR DEALERS THAT ARE LICENSED UNDER THE LAWS OF SUCH JURISDICTION.
This release contains forward-looking statements. Forward-looking statements are statements that are not historical facts; they include statements about our beliefs and expectations and the assumptions underlying them. These statements are based on plans, estimates and projections as they are currently available to the management of Deutsche Bank. Forward-looking statements therefore speak only as of the date they are made, and we undertake no obligation to update publicly any of them in light of new information or future events.
By their very nature, forward-looking statements involve risks and uncertainties. A number of important factors could therefore cause actual results to differ materially from those contained in any forward-looking statement. Such factors include the conditions in the financial markets in Germany, in Europe, in the United States and elsewhere from which we derive a substantial portion of our trading revenues, potential defaults of borrowers or trading counterparties, the implementation of our strategic initiatives, the reliability of our risk management policies, procedures and methods, and other risks referenced in our filings with the U.S. Securities and Exchange Commission. Such factors are described in detail in our 2017 Annual Report on Form 20-F, which was filed with the SEC on March 16, 2018, on pages 13 through 40 under the heading “Risk Factors”. Copies of this document are readily available upon request or can be downloaded from www.db.com/ir.
